8-KMaterial AgreementsFinancial EventsExhibits & Filings

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Material Agreement (Jun 5, 2020)

Filed June 5, 2020For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) announced on June 5, 2020, the completion of a significant debt financing transaction, issuing $350 million in 3.300% Senior Notes due 2030. This offering, registered under a shelf registration statement, aims to strengthen the company's balance sheet by repaying outstanding debt under its revolving credit facility and senior unsecured term loan facility. The notes are unsecured and unsubordinated, carrying a coupon of 3.300% and maturing in 2030, with semi-annual interest payments commencing December 15, 2020. These notes represent a material definitive agreement and a direct financial obligation for AMG. The terms include provisions for make-whole redemption and repurchase offers upon certain change of control events, alongside customary default clauses and restrictions on asset sales or mergers. Investors should note this move as a refinancing effort intended to manage existing leverage, with the specific use of proceeds detailed in the company's prospectus supplement. The filing also includes various exhibits detailing the underwriting agreement, indentures, and legal opinions.

Key Highlights

  • 1Completion of $350 million issuance of 3.300% Senior Notes due 2030.
  • 2Net proceeds intended to repay outstanding debt under revolving credit and senior unsecured term loan facilities.
  • 3Notes are unsecured and unsubordinated obligations of the Company.
  • 4Maturity date for the Senior Notes is 2030.
  • 5Annual interest rate on the notes is 3.300%, payable semi-annually.
  • 6Indenture includes provisions for redemption at a make-whole price and repurchase upon change of control events.
  • 7Transaction constitutes a material definitive agreement and creation of a direct financial obligation for AMG.

Frequently Asked Questions

The primary purpose of issuing these $350 million Senior Notes is to refinance existing debt. Specifically, AMG intends to use the net proceeds to repay all outstanding indebtedness under its revolving credit facility and a portion of the outstanding indebtedness under its senior unsecured term loan facility.

The Senior Notes have an aggregate principal amount of $350 million, mature in 2030, and bear interest at a rate of 3.300% per year, payable semi-annually on June 15 and December 15, starting December 15, 2020. They are unsecured and unsubordinated obligations of the Company.

Yes, the Indenture governing the notes includes customary event of default provisions. It also limits the Company's ability to consolidate, merge, or sell substantially all of its assets. Additionally, it requires AMG to make an offer to repurchase the notes upon certain change of control triggering events.

This issuance represents a refinancing of existing debt, potentially aimed at extending maturity profiles, lowering interest costs, or optimizing the company's capital structure. By repaying the revolving credit facility and term loan, AMG is replacing short-term or mid-term debt with longer-term notes.